UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

~~July~~Date ~~22,~~of ~~2025~~Report (~~July 21~~Date of earliest event reported): September 29, 2025)

Date of Report (Date of earliest event reported)

____________________

Progress Software Corporation

PROGRESS SOFTWARE CORP /MA

(Exact name of registrant as specified in its charter)


Delaware	0-19417	04-2746201
(State or other jurisdiction of incorporation or organization)	(Commission file number)	(I.R.S. Employer Identification No.)

15 Wayside Road, Suite 400


15 Wayside Road, Suite 400, Burlington, Massachusetts						01803
(Address of principal executive offices)						(Zip code)

~~Burlington~~Registrant’s telephone number, ~~Massachusetts~~including ~~01803~~area code: (781) 280-4000

(Address of principal executive offices, including zip code)

(781) 280-4000

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8−-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value per share

PRGS

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~Item~~ ~~1.01 Entry into a Material Definitive Agreement~~☐

On July 21, 2025, Progress Software Corporation (“Progress”) entered into a Fifth Amended and Restated Credit Agreement (the “Credit Agreement”) with each of the lenders party thereto (the “Lenders”), JPMorgan Chase Bank, NItem 2.~~A.,~~02 asResults ~~Administrative Agent, Citibank, N.A. and Wells Fargo Bank, N.A., as Syndication Agents, Bank~~ of ~~America,~~Operations ~~N.A., PNC Bank, National Association, TD Bank, N.A., Citizens Bank N.A.~~ and ~~First-Citizens~~Financial Bank & Trust Company, as Documentation Agents, JPMorgan Chase Bank, N.A., Citibank, N.A. and Wells Fargo Securities, LLC, as Joint Bookrunners and Joint Lead Arrangers, and BofA Securities, Inc., PNC Bank, National Association and TD Bank, N.A., as Joint Lead Arrangers, providing for a $1,500.0 million secured revolving credit facility, which may be made available in U.S. Dollars and certain other currencies. The revolving credit facility may be increased, and new term loan commitments may be entered into, by up to an additional amount up to the sum of (A) the greater of (x) $361.0 million and (y) 100% of LTM EBITDA (as defined in the Credit Agreement) and (B) an unlimited additional amount so long as the Company would be in compliance with certain leverage levels as set forth in the Credit Agreement if the existing or additional lenders are willing to make such increased commitments. This new credit facility replaces Progress’s existing secured credit facility under that certain Fourth Amended and Restated Credit Agreement dated March 7, 2024, by and among Progress, JPMorgan Chase Bank, N.A., as Administrative Agent, and the lenders party thereto.Condition

~~The~~On ~~revolving~~September 29, ~~credit~~2025, ~~facility~~Progress ~~has~~Software ~~sublimits~~Corporation ~~for~~("Progress") ~~swing line~~issued ~~loans~~a uppress torelease ~~$25.0~~announcing ~~million~~its ~~and~~financial results for the ~~issuance~~fiscal ofthird ~~standby~~quarter ~~letters~~ended ofAugust 31, ~~credit~~2025. inA acopy ~~face~~of ~~amount~~the uppress torelease ~~$25.0~~is ~~million.~~attached ~~Progress expects~~ to ~~use~~this ~~the~~Current ~~revolving~~Report ~~credit~~on ~~facility~~Form ~~for~~8-K ~~general~~as ~~corporate~~Exhibit ~~purposes~~99.1 inand ~~accordance~~is ~~with~~incorporated ~~the~~herein ~~terms~~by ~~of the Credit Agreement~~reference.

~~Interest~~The ~~rates~~information ~~for~~furnished ~~the~~pursuant ~~revolving credit facility are determined by reference~~ to athis ~~Term~~Item ~~Benchmark Rate (which refers to whether a such loan bears interest at a rate determined by reference to Term SOFR~~2.02, ~~EURIBO,~~including ~~TIBO~~Exhibit ~~or the AUD Rate~~ 99.1, ~~the~~shall ~~“Term~~not ~~Benchmark~~be ~~Rate”)~~deemed or"filed" afor ~~base~~purposes ~~rate~~of atSection ~~the~~18 ~~option~~ of ~~Progress~~the ~~and would~~Securities ~~range~~Exchange ~~from~~Act ~~1.250%~~of to1934, ~~2.500%~~as ~~above~~amended (the ~~Term~~"Exchange ~~Benchmark~~Act"), ~~Rate for Term Benchmark-based borrowings~~ or ~~would~~otherwise ~~range~~subject ~~from 0.250%~~ to ~~1.500% above~~ the ~~defined~~liability ~~base~~of ~~rate~~that ~~for base rate borrowings~~Section, inand ~~each~~shall ~~case~~not ~~based~~be ~~upon~~incorporated ~~Progress’s~~by ~~consolidated~~reference ~~total~~into ~~net~~any ~~leverage~~other ~~ratio. Additionally,~~filing ~~Progress~~by ~~may borrow certain foreign currencies at rates set in the same range above the respective Term Benchmark Rates for those currencies, based on~~ Progress’s ~~consolidated~~under ~~total net leverage ratio. Progress will incur a quarterly commitment fee on~~ the ~~undrawn~~Securities ~~portion~~Act of ~~the revolving credit facility~~1933, ~~ranging~~as ~~from~~amended ~~0.150%~~(the to"Securities ~~0.350% per annum~~Act"), ~~based~~or ~~upon Progress’s consolidated total net leverage ratio. At closing of~~ the ~~revolving~~Exchange ~~credit facility~~Act, ~~the~~except ~~applicable~~as ~~interest~~shall ~~rate~~be ~~and~~expressly ~~commitment fee are~~ set atforth ~~pricing level~~by 4specific reference in ~~each~~such ~~range~~a filing.

The credit facility matures on the date that is the earlier of (i) July 21, 2030 or (ii) a springing maturity date as set forth on the Credit Agreement (the “Maturity Date”), when all amounts outstanding will be due and payable in full. The revolving credit facility does not require amortization of principal. Revolving loans may be borrowed, repaid and reborrowed until the Maturity Date, at which time all amounts outstanding must be repaid. Accrued interest on the loans is payable quarterly in arrears with respect to base rate loans and at the end of each interest rate period (or at each three month interval in the case of loans with interest periods greater than three months) with respect to Term Benchmark Rate loans. Progress may prepay the loans or terminate or reduce the commitments in whole or in part at any time, without premium or penalty, subject to certain conditions and reimbursement of certain costs in the case of Term Benchmark Rate loans.

Progress is the sole borrower under the credit facility. Progress’s obligations under the Credit Agreement are guaranteed by each of Progress’s material domestic subsidiaries and are secured by substantially all the assets of Progress and such material domestic subsidiaries, in each case, subject to certain exceptions as described in the Credit Agreement. Future material domestic subsidiaries of Progress will be required to guaranty Progress’s obligations under the Credit Agreement, and to grant security interests in substantially all their assets to secure such obligations, in each case, subject to certain exceptions as described in the Credit Agreement. The Credit Agreement generally prohibits, with certain exceptions, any other liens on the assets of Progress and its subsidiaries, subject to certain exceptions as described in the Credit Agreement.

In addition, the Credit Agreement permits certain swap obligations and banking services obligations (including treasury management services) to be guaranteed and secured on the same basis as the Credit Agreement.

The Credit Agreement contains customary affirmative and negative covenants, including covenants that limit or restrict Progress and its subsidiaries’ ability to, among other things, grant liens, make investments, make acquisitions, incur indebtedness, merge or consolidate, dispose of assets, pay dividends or make distributions, repurchase stock, change the nature of its business, enter into certain transactions with affiliates and enter into burdensome agreements, in each case subject to customary exceptions for a credit facility of this size and type. Progress is also required to maintain compliance with a consolidated interest charge coverage ratio and a consolidated senior secured net leverage ratio.

The Credit Agreement includes customary events of default that include, among other things, non-payment defaults, covenant defaults, inaccuracy of representations and warranties, cross default to material indebtedness, bankruptcy and insolvency defaults, material judgment defaults, ERISA defaults and a change of control default. The occurrence of an event of default could result in the acceleration of the obligations under the Credit Agreement. Under certain circumstances, a default interest rate will apply on all unpaid and overdue amounts (including principal, interest and fees) under the Credit Agreement at a per annum rate equal to 2.00% above the applicable interest rate or 2.00% above the defined base rate.

A copy of the Credit Agreement is attached as Exhibit 10.1 to this Current Report and is incorporated by reference herein. The above descriptions of the new credit facility and the Credit Agreement are not complete and are qualified in their entirety by reference to the Credit Agreement.

Item 1.02 Termination of a Material Definitive Agreement.

The information set forth in Item 1.01, “Entry into a Material Definitive Agreement,” is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01, “Entry into a Material Definitive Agreement,” is incorporated herein by reference.

Item 7.01 Regulation FD Disclosure

OnIn ~~July~~connection ~~22,~~with ~~2025,~~the ~~Progress~~issuance ~~issued~~of athe press release ~~announcing~~ ~~the~~attached ~~new~~hereto ~~credit~~as ~~facility~~Exhibit 99.1, athe ~~copy~~supplemental ofdata ~~which is~~ attached ~~hereto~~ as Exhibit 99.12 to this Current Report will be available on the Progress website within the investor relations section prior to the live conference call.

The information ~~set~~furnished ~~forth~~pursuant into ~~or incorporated by reference into~~ this Item 7.01, including Exhibit 99.12, shall not be deemed ~~to be “~~"filed”" for purposes of Section 18 of the ~~Securities~~ Exchange Act ~~of 1934~~, ~~as amended (the “Exchange Act”),~~ or otherwise subject to the liability of that ~~section~~Section, and shall not be incorporated by reference into any ~~registration statement or~~ other ~~document~~filing ~~filed~~by Progress under the Securities Act ~~of 1933, as amended,~~ or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	~~Description~~	Description
10.1	Fifth Amended and Restated Credit Agreement, dated as of July 21, 2025, by and among Progress Software Corporation, each of the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A. and Wells Fargo Bank, N.A., as Syndication Agents, Bank of America, N.A., PNC Bank, National Association, TD Bank, N.A., Citizens Bank N.A. and First-Citizens Bank & Trust Company, as Documentation Agents, JPMorgan Chase Bank, N.A., Citibank, N.A. and Wells Fargo Securities, LLC, as Joint Bookrunners and Joint Lead Arrangers, and BofA Securities, Inc., PNC Bank, National Association and TD Bank, N.A., as Joint Lead Arrangers
99.1		Press release issued by Progress Software Corporation dated September 29, 2025
99.1	Press Release issued by Progress Software Corporation on July 22, 2025
99.2		Q3 2025 Supplemental Data
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~Signatures~~SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Progress Software Corporation
Date:			September 29, 2025	Progress Software Corporation
Date: July 22, 2025
				By:	/s/ ANTHONY FOLGER
	By:	/s/ YuFan Stephanie Wang
					Anthony Folger
	Name:	YuFan Stephanie Wang
					Chief Financial Officer
	Title:	Chief Legal Officer and Corporate Secretary

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